Kevin J. Pearson - Jan 31, 2023 Form 4 Insider Report for M&T BANK CORP (MTB)

Role: Vice Chairman
Signature: By: Stephen T. Wilson, Esq. (Attorney-In-Fact)
Stock symbol: MTB
Transactions as of: Jan 31, 2023
Transactions value $: -$68,484
Form type: 4
Date filed: 2/2/2023, 05:09 PM
Previous filing: Jan 31, 2023
Next filing: Feb 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MTB	Common Stock	Award	$0	+1.42K	+3.55%	$0.00	41.3K	Jan 31, 2023	Direct	F1, F2
transaction	MTB	Common Stock	Tax liability	-$68.5K	-439	-1.06%	$156.00	40.8K	Jan 31, 2023	Direct	F3
holding	MTB	Common Stock						7.52K	Jan 31, 2023	By 2020 GRAT	F4
holding	MTB	Common Stock						3.15K	Jan 31, 2023	By 401(k) Plan	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MTB	Option (right to buy)	Award	$0	+10.5K		$0.00	10.5K	Jan 31, 2023	Common Stock	10.5K	$156.00	Direct	F6, F7
holding	MTB	Phantom Common Stock Units						3.39K	Jan 31, 2023	Common Stock			Supplemental 401 (k) Plan	F5, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares issued pursuant to vesting of performance-based restricted stock units, which were granted to the reporting person on January 31, 2022, under the 2019 M&T Bank Corporation Equity Incentive Compensation Plan (the "Equity Plan") and vested upon achievement of performance goals for the applicable performance period.
F2	The performance-based restricted stock units were granted under the Equity Plan, and therefore the reporting person paid no price for the performance-based restricted stock units.
F3	Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
F4	The indicated shares are held by a Grantor Retained Annuity Trust ("2020 GRAT") of which the reporting person is trustee. The reporting person continues to report beneficial ownership of all of the M&T Bank Corporation common stock held by the 2020 GRAT but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F5	The information presented is as of December 31, 2022.
F6	The option vests ratably on the first, second and third anniversary of the grant date.
F7	The option was granted under the Equity Plan, and therefore the reporting person paid no price for the option.
F8	The reported phantom common stock units are held by the reporting person in a plan account maintained by M&T Bank Corporation under the M&T Bank Corporation Leadership Retirement Savings Plan and represent a like number of shares of M&T Bank Corporation common stock. The phantom common stock units are payable in cash and distributed in accordance with the terms of the plan. The reported phantom common stock units also include units acquired through the dividend reinvestment feature of the plan.